High Roller Technologies, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 10, 2026
ROLR$3.09-6.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement by and between Registrant and ThinkEquity LLC dated October 22, 2024 incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2024. |
| 3.1(i) | Amended and Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 3.1(ii) | Certificate of Amendment to Amended and Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1(ii) to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on January 18, 2024. |
| 3.2 | Bylaws of the Registrant incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 4.1 | Form of Common Stock Certificate of the Registrant incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 4.2 | Form of Warrant issued to ThinkEquity LLC incorporated by reference to Exhibit 4.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on October 7, 2024. |
| 10.1 | Form of High Roller Technologies, Inc. 2024 Equity Incentive Plan incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (Amendment No. 1) (No. 333-276176) filed with the SEC on January 18, 2024. |
| 10.2 | Form of Indemnification Agreement for Officers and Directors incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.2 | Amendment to High Roller Technologies, Inc. 2024 Equity Incentive Plan incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 19, 2025. |
| 10.3 | Services Agreement Between Happy Hour and HR Entertainment Ltd incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.4 | Domain Name License Agreement Between Spike Up Media AB and HR Entertainment Ltd incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.5 | Independent Contractor Agreement between Ellmount Entertainment Ltd. and Kristen Britt incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.6+ | Employment Agreement between Ellmount Entertainment Ltd. and Idan Levy incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.7+ | Employment Agreement between Ellmount Entertainment Ltd. and Reuben Borg Caruana incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.8+ | Employment Agreement between Ellmount Entertainment Ltd. and Andrew Micallef incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.9 | Assignment of HR Entertainment Ltd. to the Registrant by Ellmount Interactive AB incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.10 | Curacao Gaming Sublicense between HR Entertainment Ltd. and Gaming Services Provider N.V dated January 3, 2024 incorporated by reference to Exhibit 10.11 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on March 22, 2024. |
| 10.11 | Estonia Gambling License issued to Happy Hour Solutions Limited dated November 8, 2021 incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.12 | iGaming Platform Agreement between HR Entertainment Ltd. and Pragmatic Solutions (IOM) Limited incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.13 | Domain License Agreement between HR Entertainment Ltd. and Happy Hour Solutions Ltd. incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.14 | Nominee Agreement between HR Entertainment Ltd. and Happy Hour Solutions Ltd. incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.15 | Securities Acquisition Agreement between Registrant and Happy Hour Entertainment Holdings Ltd. incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.16 | Services Agreement between HR Entertainment Ltd. and Ellmount Entertainment Ltd. incorporated by reference to Exhibit 10.17 to the Company’s Amendment to the Registration Statement on Form S-1 (Amendment No. 1) (No. 333-276176) filed with the SEC on January 18, 2024. |
| 10.17 | Support Services Agreement between HR Entertainment Ltd. and Ellmount Support SA incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.18 | Stock Option Agreement between Registrant and Aaron A. Grunfeld incorporated by reference to Exhibit 10.19 to the Company’s Amendment to the Registration Statement on Form S-1 (Amendment No. 1) (No. 333-276176) filed with the SEC on January 18, 2024. |
| 10.19+ | Stock Option Agreement between Registrant and Idan Levy incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.20+ | Stock Option Agreement between Registrant and Robert Weingarten incorporated by reference to Exhibit 10.21 to the Company’s Amendment to the Registration Statement on Form S-1 (Amendment No.1) (No. 333-276176) filed with the SEC on January 18, 2024. |
| 10.21 | Warrant issued by Registrant to Spike Up Media LLC incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.22+ | Employment Agreement between Ellmount Entertainment Ltd. and Isaac Sant incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.23+ | Amendment No. 1 to Stock Option Agreement between Registrant and Idan Levy (RSUs) incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.24+ | Offer Letter dated May 18, 2023 between Registrant and Matt Teinert incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.25 | Debt Conversion Agreement dated June 30, 2023 between Registrant, Ellmount Interactive A.B. and Spike Up Media A.B incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.26+ | Offer Letter dated December 5, 2023 between Registrant and Ben Clemes incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.27 | Amendment to Securities Acquisition Agreement between Registrant and Happy Hour Entertainment Holdings Ltd. incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 10.28 | Addendum to Domain License Agreement between HR Entertainment Ltd. and Happy Hour Solutions Ltd. incorporated by reference to Exhibit 10.29 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on January 18, 2024. |
| 10.29 | Online Gaming Operations Agreement between HR Entertainment Ltd. And Happy Hour Solutions Ltd. incorporated by reference to Exhibit 10.30 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on April 12, 2024. |
| 10.30 | Curacao Gaming Sub-License between Interstellar Entertainment N.V. and Gaming Services Provider N.V dated March 20, 2024 incorporated by reference to Exhibit 10.31 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on April 12, 2024. |
| 10.31 | Curacao Gaming License issued to Interstellar Entertainment N.V, dated July 16, 2024 incorporated by reference to Exhibit 10.32 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on September 19, 2024. |
| 10.32 | Share Transfer Agreement dated December 23, 2025, by and between Deepdive Holdings Ltd., and Happy Hour Entertainment Holdings Ltd., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2025. |
| 10.33 | Stock Purchase Agreement dated January 8, 2026, by and between the Company and Saratoga Casino Holdings incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2026. |
| 10.34 | Placement Agency Agreement dated January 19, 2026, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2026. |
| 10.35 | Form of Placement Agent Warrant incorporated by reference to Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 20, 2026. |
| 14.1 | Code of Ethics incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (No. 333-276176) filed with the SEC on December 20, 2023. |
| 19.1 | Insider Trading Policy, effective July 30, 2024, incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025. |
| 21.1 | List of Subsidiaries of Registrant incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025. |
| 23.1* | Consent of WithumSmith+Brown, PC |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15D-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15D-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Clawback Policy, effective March 2024, incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 21, 2025. |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 104. | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| + | Indicates management contract or compensatory plan |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.